Good evening. I`m Chris Matthews in Washington: Leading off tonight:
What really happened? We are now hearing two new versions of what happened
the night Trayvon Martin was killed.

First George Zimmerman`s brother told CNN that George was nearly
unconscious and in danger of brain damage when he shot Trayvon. We`ve also
been told that that brother hadn`t spoken to George Zimmerman in years and
may not have talked to him since the shooting, so we don`t know the source
of his information.

Then a new eyewitness came out here who`s described a fight between
the two men that night, one on top of the other, and a Hispanic man
seemingly uninjured walking away from the scene. Well, we`ll try to
untangle this unfolding story at the top of the program tonight.

Also, those "stand your ground" laws, like the one in Florida that
George Zimmerman`s attorney has said may be applicable in this case,
they`re in force in roughly two dozen states now in this country. We have
some compelling audio, by the way, of someone who left his house to shoot
to death two unarmed men who had broken into a neighbor`s house. The
shooter used the "stand your ground" law in his defense.

Plus, there`s an old saying in politics, as well as in baseball, Don`t
believe what you see in March, meaning don`t get too excited about how well
someone plays in spring training. Well, it`s only March now in politics,
but we have another poll, this one in Wisconsin, showing President Obama
pulling away in double digits from Mitt Romney.

But we also know the far more important month in -- well, it`s
politics, in politics, is October, the eve of the election itself.

And the DNC is having great fun lashing Mitt Romney to Paul Ryan and
his new budget plan, which Democrats insists favors the rich.

UNIDENTIFIED MALE (SINGING): When old Mitt claps his hand for the
Paul Ryan plan, that`s amore...

(END VIDEO CLIP)

MATTHEWS: That`s amore and that`s in the "Sideshow."

And "Let Me Finish" tonight with the excruciating and unpredictable
election that`s coming our way this summer and fall.

We begin with the Trayvon Martin shooting. Michael Isikoff is NBC`s
chief investigative correspondent. He joins us from Sanford, Florida,
tonight. Also David Wilson, who`s managing editor of TheGrio.com. Thank
you gentlemen both.

Let`s start with Michael, who`s new on the case. Michael, what can
you tell us that you`ve been able to uncover?

MICHAEL ISIKOFF, NBC CORRESPONDENT: Well, look, Chris, there`s still
a lot murky about what happened that night between Trayvon Martin and
George Zimmerman.

But one new piece of evidence that we did find today that could raise
some further questions is the original 2005 police report on the arrest of
George Zimmerman. Zimmerman was arrested at a bar near the University of
Central Florida by a state law enforcement officer and charged with battery
and use of violence and obstructing justice.

When you look at the underlying police report, what we find is
Zimmerman was -- disobeyed the orders of a state law enforcement officer to
back off. He was in the process of arresting some employees at the bar.
They got into a scuffle.

When the officer showed his badge, Zimmerman shot back, I don`t care
who you are, and then "F" you. That`s in the police report, Zimmerman
talking to the state police officer. And then it says they got into a
short scuffle.

So here we have a history of a physical altercation between Zimmerman
and a law enforcement officer, Zimmerman disobeying what the law
enforcement officer told him to do, and he could have been charged with a
felony.

We spoke to the prosecutor on the case, said this could have been a
battery charge, a felony, but a junior prosecutor in the office did reduce
the charges to misdemeanor. The court ordered it dismissed and under a
court-ordered diversion program. And what could have led to a felony
conviction of Zimmerman was instead reduced and taken off his record.

MATTHEWS: Well, why -- first of all, let`s get it straight.
Apparently, he was 21 years old at the time, by my calculation.

ISIKOFF: Right.

MATTHEWS: He`s 28 now, 21 at the time he was involved in what,
getting drinks or alcoholic beverages for someone below age? Is that what
the issue began with?

ISIKOFF: No, actually, it began with him interfering with the law --
with the...

MATTHEWS: But wasn`t it about underage drinking?

ISIKOFF: ... state liquor control agent. The underlying case, the
case that the liquor control officer was investigating, was sale of liquor
to underage drinkers. Zimmerman is friends with one of those who`s being
charged...

MATTHEWS: I see.

ISIKOFF: ... that was being -- one of the bar employees being
charged. He interferes with the arrest. He`s told to back off. He
refuses to do so, and then they get into the scuffle.

Look, this doesn`t resolve any of the questions about what happened
that night between Trayvon Martin and George Zimmerman, but in the larger
battle and larger effort to understand both of the two principals in this
case, this prior police report does shed some light.

MATTHEWS: Does it shed light on whether he should be allowed to carry
a concealed weapon, a gun?

ISIKOFF: Actually, that -- I think some people will draw that as the
most important lesson or point out of all this. Florida is one of those
states that has a concealed weapons law, a permit law. It was that permit
that allowed Zimmerman to be carrying that .9-millimeter semiautomatic
handgun the night he shot Trayvon Martin.

You can have one of those permits if you`re arrested, but you cannot
if you`re convicted of a felony. It`s only the felony conviction that
is...

MATTHEWS: I got you.

ISIKOFF: ... a bar to carrying a permit. And because the felony
charges against Zimmerman were reduced, the rest is history. He was able
to get the permit.

MATTHEWS: Let`s bring David Wilson of Grio in here. I want to show
you something, gentlemen. Let`s take a look at this. The brother of
George Zimmerman came to his defense last night on CNN. And although
Robert Zimmerman, Jr., did not specifically say he had spoken to his
brother, George, since the shooting, he did describe the moments leading up
to Trayvon Martin`s death, according to whatever source. We don`t know
what it is, but let`s watch him.

(BEGIN VIDEO CLIP)

ROBERT ZIMMERMAN, JR., GEORGE ZIMMERMAN`S BROTHER: George was out of
breath. He was barely conscious. His last thing he remembers doing was
moving his head from the concrete to the grass so that if he was banged one
more time, he wouldn`t be, you know, wearing diapers for the rest of his
life and being spoon-fed by his brother. And there would have been George
dead.

(END VIDEO CLIP)

MATTHEWS: Well, subsequent to that, George Zimmerman`s lawyer -- and
that`s the lawyer for Zimmerman himself -- told NBC the brothers, those
two, Robert and George, have not spoken in years and that the comments by
the brother, Robert, are totally irrelevant. That`s according to the
defense attorney -- or the attorney for George Zimmerman.

Let me bring David in. How do you put all this together? We have
people coming out of the woodwork on both sides here, and this guy on the
side of Zimmerman. We don`t know where his source of information -- I
guess we could assume he talked to the father, or he -- if he didn`t talk
to the brother.

DAVID WILSON, MANAGING EDITOR, THEGRIO.COM: It appears that he and
his father have a similar story. And you know, what`s interesting about
their story is that it is sort of -- they`re painting a life-and-death
situation for George Zimmerman...

MATTHEWS: Yes.

WILSON: ... that this was something that he had to act, that he had
to do something. I thought what was also interesting about both of their
statements was the fact that they say that Trayvon Martin was reaching for
the gun. And this is new information that we obviously didn`t hear last
week.

MATTHEWS: Yes.

WILSON: And I think it`s just creating this sort of -- this story
that, Look, he had to act. But when you look at the police tape, that
video that came out, again, it creates some difficulty for the Zimmerman
camp because, again, he looks like someone who, you know, just walked off
the street.

It doesn`t look like he`s in my sort of distress or physical distress.
There isn`t any sort of physical bruising that you can see clearly. So I
think...

MATTHEWS: Well, what about the close-up done by another network that
looked at the back of his head, and you could see cuts in the back of his
head, as he described in his testimony?

WILSON: But you know, again, his brother said that he was sort of
beaten -- he was beaten inches away from being unconscious. And here you
see this guy getting out of the police vehicle rather easily...

MATTHEWS: Yes.

WILSON: ... and walking on his own volition. So I think, again, this
video creates a problem for the Zimmerman side.

MATTHEWS: Well, let`s take a look at an interview on Orlando Fox,
channel 35, Wednesday. George Zimmerman`s father, Robert, Sr., described
the fight between the two men on the sidewalk, as he put it. Let`s watch
that.

ROBERT ZIMMERMAN, GEORGE ZIMMERMAN`S FATHER: After nearly a minute of
being beaten, George was trying to get his head off the concrete, trying to
move, with Trayvon on him, into the grass. In doing so, his firearm was
shown. Trayvon Martin said something to the effect of, You`re going to die
now, or, You`re going to die tonight, something to that effect.

(END VIDEO CLIP)

MATTHEWS: Then last night on CNN, an unidentified witness who did not
wish to identify he or she or -- they didn`t even make the gender clear --
called that account into question by placing the fight between Trayvon and
Zimmerman on the lawn, on grass. Because it was dark, the witness said he
or -- not sure if it`s a he or she -- could not see which man was on top of
the other, but did recount what he or she saw immediately following the
shooting. Let`s listen to this report.

(BEGIN VIDEO CLIP)

UNIDENTIFIED: Then he was walking towards where I was walking, and I
could see him a little bit clearer. I could see that it was a Hispanic
man. And he was -- you know, he didn`t appear hurt or anything else.

(END VIDEO CLIP)

MATTHEWS: Michael Isikoff, back to you, sir. This has become the
battle of sourcing, some of it secondhand, some of it perhaps derived from
hearing someone else on television or on radio or listening to this. This
case -- what can you figure out down there about the progress of the case
itself? Anything -- is it all in the hands of the state`s attorney from
Brevard County, we understand? It`s not a federal case exactly, it`s still
a state matter primarily.

ISIKOFF: Right. I talked to the Justice Department today. They`re
overseeing it, or taking a look at it, but the investigation is being done
by state investigators with a state prosecutor in charge.

Look, the evidence is as murky as it can get. Clearly, one witness --
one crucial witness, Trayvon Martin, is dead. You have -- you have George
Zimmerman. And you know, there may or may not have been good eyewitnesses
who can back up or dispute some of what he saw.

It is worth pointing out that there are two sort of known facts that
people on both sides could point to here. One is that we know that George
Zimmerman did disobey the instructions from the 911 officer to -- not to
keep following Trayvon Martin around, and that`s perhaps why this police
report from 2005 might be relevant.

But we also know from the original police report on this incident in
February that the police officer on the scene did report that Zimmerman had
a -- was bleeding from the nose and had blood on his body. So that`s a
contemporaneous account by a police officer that suggests that there was --
that strongly suggests there was a...

MATTHEWS: OK...

ISIKOFF: ... physical struggle between Martin and Zimmerman. How it
began and exactly what happened, we may never know.

MATTHEWS: Well, this "stand your ground" law down in Florida and a
number of other states, David, is going to be an issue. It seems to me
we`re stuck here now deciding what the law says. I mean, the moral issues
here are complicated as hell. But David, it does seem to me we got a
challenge on our hands now. What constitutes self-defense under this new
statute?

WILSON: Yes, I mean, it`s very murky, right? I mean, you have two
people, right? And oftentimes, if -- you have one person who is going
against the word of a dead man. And I think that`s...

MATTHEWS: Yes. Well, that`s the case in any murder case, let`s be
honest.

WILSON: Well, yes, that`s true, but I mean, there are some other
things that you can sort of judge by. You can say -- I can easily say that
someone came up to me and I decided to shoot them without any sort of --
you know, you don`t have to take anything else into account. I think
that`s a problem.

And so I think you now are starting -- you`re starting to see this law
being applied to some other cases. You know, we were just talking today in
my newsroom about a case in Miami where -- one gang-related incident where
a guy shot a car with other gang members in it because -- and he was
protected under the "stand your ground" law.

MATTHEWS: Yes.

WILSON: So I think that, you know, we`re going to have to take
another look at this law. I know a lot of folks on the right, and
particularly those who are for gun rights, are not going to be comfortable
with this debate, but I think it`s one that we need to have.

MATTHEWS: We`re going to have it coming up in about one minute.
Michael Isikoff and David Wilson, thanks, both of you gentlemen. That
fight`s coming up here. The Trayvon case, the Trayvon Martin case has
shined a spotlight on these so-called "stand your ground" laws.

We`re going to talk about them right now. We`ve got an incredible, by
the way, 911 tape of a man who left his house -- this is another case -- to
kill and shoot two burglars at a neighbor`s house and used the "stand your
ground" law as a defense.

Well, this is HARDBALL.

(COMMERCIAL BREAK)

MATTHEWS: It`s official. First term governor, Republican governor,
Scott Walker of Wisconsin will face a recall election. The state`s
Government Accountability Board voted unanimously in favor of a recall
vote, which will now be held June 5th of this year.

And according to our NBC News Marist poll, Walker`s future`s very much
up in the air now. Look at these numbers -- 46 percent say they`re going
to support him in the recall, 48 percent say they`re going to vote for the
eventual Democratic candidate, but we don`t know who that`s going to be.

By the way, only two governors have successfully been recalled. Most
recently, California`s Gray Davis back in 2003. Of course, Arnold
Schwarzenegger got that job.

We`ll be right back.

(COMMERCIAL BREAK)

MATTHEWS: Welcome back to HARDBALL. The Trayvon Martin shooting has
put a bright light on Florida`s "stand your ground" law, whether or not it
applies in this case or not, and it`s raising questions about the law`s
origin in Florida, where it came from, and also into 12 -- actually, two
dozen other states that have similar laws to it.

A "Time" magazine report in 2008 said these "right to defend yourself"
laws were sweeping the country, and that was no coincidence. As our guest,
John Nichols, reports, a group called the American Legislative Exchange
Council, or ALEC for short, used the Florida law as a model to push "stand
your ground" type legislation across the country. As I said, two dozen
states have something like this.

Ben Jealous is president, of course, of the NAACP -- thank you for
joining us, Ben -- which released a report in December that calls ALEC --
it says ALEC is also behind state-level anti-voter laws. John Nichols is
Washington correspondent for "The Nation" magazine, who has written
extensively on this organization called ALEC, and of course, the "stand
your ground" law itself.

Gentlemen, I want you to listen to something right now. A variation
of the "stand your ground" law passed in the state of Texas after the
Florida law paved the way. It became the linchpin argument for a man named
John -- or actually Joe Horn.

Let`s listen to a portion of a pretty scary 911 call from September
2007 in which he, Mr. Horn, describes two men breaking into a neighbor`s
home.

(BEGIN AUDIO CLIP)

911 OPERATOR: I want you to listen to me carefully, OK?

JOE HORN, NEIGHBOR: Yes.

911 OPERATOR: We`ve got officers coming out there. I don`t want you
to go outside that house. And I don`t want you to have that gun in your
hand when those officers are poking around over there.

HORN: I understand that, OK? But I have a right to protect myself,
too, sir, and you understand that.

911 OPERATOR: Yes, you do. Yes, you do.

HORN: And the laws have been changed in this country since September
the 1st, and you know it and I know it. I have a right to protect myself.

He`s coming out the window right now! I got to go, buddy. I`m sorry,
but he`s coming out the window.

MATTHEWS: Well, John Nichols, that`s pretty graphic. That`s the live
account on a 911 tape of the killing of two men who were caught -- well, it
looks like they were caught burglarizing a house, but killed and gunned
down dead by a civilian who decided to use this law, and he was defended in
court on the basis of this law, John.

JOHN NICHOLS, "THE NATION": Absolutely. And you`re going to find --
yes. You`re going to find cases like this in places across the country.
There was a case in Wisconsin earlier this year...

(CROSSTALK)

MATTHEWS: But how did he say he was defending himself?

Just a minute for a second. Let`s get back to the law and how it`s
used. Stand your ground means if you`re in danger of somebody beating you
up or -- may be relevant to the case we have been watch, Trayvon Martin --
or you`re in danger for your life because somebody is coming at you,
beating you up, whatever, threatening you with a gun or whatever, and
you`re outside your home. How does this relate when he went after him?

NICHOLS: The issue here is that there are several variations on stand
your ground laws.

There is a Castle Doctrine law, which suggests that you can protect
your property and its environs right out to the sidewalk. Stand your
ground is more something that takes it out into the streets. The bottom
line on this, Chris, is that the interpretation kind of goes to the gunman.

The person with the gun can say, I felt threatened. I felt that I was
endangered. And prosecutors, police officers, judges who traditionally
have been able to interpret statements like that really are robbed of the
ability to do it by these laws, which essentially say there is a blanket
immunity. If the shooter says they felt threatened or they felt
endangered, they are protected against prosecution.

(CROSSTALK)

MATTHEWS: No, just a minute. I don`t want to go too far with your
case until I get the facts.

Mr. Nichols, how do you justify self-defense even under the broadest
definition under the statute if you`re shooting down, like you`re
pretending you`re a lawman chasing an escaping felon? He was acting like a
police officer. And maybe an officer does in some cases have the right to
shoot a fleeing felon, but in this case, explain to me how he used that as
a self-defense motive.

NICHOLS: I don`t think it`s credible to use as a self-defense motive.
I think it`s an almost obscene protection of traditional protection for
self-defense.

Unfortunately, this is what`s happened in states across the country.
We have had instances where people have shot in circumstances where by just
about any reasonable measure you would say it was not necessary to use
lethal force, and the person who did the shooting has been let off the hook
on the argument that they felt threatened. All they have to do is say they
felt threatened and that`s what happens.

MATTHEWS: OK. Let me go to my friend Ben Jealous.

Sir, thank you for coming from the NAACP. You have got so many pans
on the fire that you`re concerned about in the country. You are concerned
about this group, apparently, the American Legislative Exchange Council,
which pushes these laws. Tell me what you know about them and why you`re
concerned.

BENJAMIN JEALOUS, PRESIDENT AND CEO, NAACP: This is a group that,
frankly, when we took a look at them, we hoped that maybe it was like the
Chamber of Commerce.

They would start off sort of mom and apple pie and then just move
steadily to the further and further to the right. But, actually, what we
found is that, no, they were founded really for ill intent. This is a
group whose founder has said our best interest is when the voting populace
is constrained, when the number of people who can vote in this country goes
down.

In case after case, they`re just on the wrong side -- they`re super
extreme, and this Wild Wild West -- this Wild Wild West law that they
passed, you know, frankly, Chris, if someone made a 911 call from the
frontier in like 1880, that`s what it would sound like. Right?

MATTHEWS: Yes.

JEALOUS: It sort of raises the question why are so many corporations
supporting a group that is trying to shrink the number of people who can
vote in this country and who is out there pushing these sort of
superpowered laws that let people gun each other down in our streets?

MATTHEWS: Let me ask John again, do you think our self-defense laws,
as we have understood them through common law -- like suppose somebody runs
a small bodega or something in a neighborhood that is tough and a couple
guys come in with hoods on or whatever -- not hoods, but they come in with
masks on, they`re standing in front of them, they`re armed, they have got
guns pointed at him, he pulls out his half-sawed-off shotgun and kills the
both of them.

Most people would say that`s self-defense because he`s under -- these
guys are pointing guns at him. And they may finish him off as they leave
with the money. He has no reason to believe his life is safe. So that is
to me self-defense.

Aren`t the self-defense laws enough that we have on the books? I`m
making the argument for that. Is that true?

NICHOLS: It`s absolutely true.

In fact, Chris, in working on stories on this particular variation of
the Castle Doctrine law and these stand your ground laws, I have looked at
the states where they have been passed and tried to figure out whether
there was any case or any public outcry that justified going beyond the
traditional protections that are in common law that have existed since
before the founding of the United States.

And in most cases, there aren`t any reasons to go here. The reason
that state after state has gone here is because the American Legislative
Exchange Council in 2005, after Florida passed its law, developed model
legislation that, with the support of the NRA and other groups, it has
pushed in state after state across this country, not to respond to public
outcry and not to respond to specific incidents, but rather to dramatically
extend what I think of as a fantasy of where gun rights ought to go.

MATTHEWS: OK.

(CROSSTALK)

MATTHEWS: Ben, I want to ask you, Mr. Jealous, one last question.

JEALOUS: Sure.

MATTHEWS: Because you do represent such a hallowed -- I mean,
obvious, a revered organization, is there a sense on the part of minorities
that this law is anti-minority, that these laws are meant to somehow be
anti-minority, these stand your ground laws?

JEALOUS: Well, certainly, it seems that, for many, the fear that they
have is of black men. And, really, that`s what`s at the heart of the
Trayvon case, is that this is a case that, you know, where a young black
man was stalked on the street, attacked on the street, shot in cold blood
not because of what he was doing, but because of what he looked like.

MATTHEWS: Well, that`s -- by the way, that`s your argument. What
you`re putting together there, sir, is three or four things that are in
dispute. Let`s make that clear.

But go ahead.

JEALOUS: No.

(CROSSTALK)

MATTHEWS: No, no, he did track him. We know that because of the
surveillance tape. We know that part. We don`t know what kind of a
confrontation occurred. You say in cold blood. Well, that`s a phrase that
you`re using here.

Go ahead.

JEALOUS: Chris, he got out of his car with a gun.

MATTHEWS: Yes, that`s true. We know that. He had the gun, he had
the gun, he had the gun, a concealed weapon, yes, he did. He had the
concealed weapon. But we don`t know what happened, do we?

(CROSSTALK)

JEALOUS: Well, what we do know is like what happened until about 10
seconds before? And we know the cops said stay in your car.

And so we know he was following him in the car. So what I`m saying is
right up until 10 seconds before -- and we know Trayvon is calling his
girlfriend and saying, there is this strange guy who is following me.

(CROSSTALK)

MATTHEWS: Yes. We know that.

JEALOUS: So, when you read the law, the law seems to say, if you`re
followed, if you`re stalked, if somebody attacks you, if they pull out a
gun, you can use equal and opposite force.

It doesn`t seem to say that if you go out and you attack somebody with
a gun and then you get scared, you can shoot them and kill them. But what
we`re seeing as we dig into this is that we have seen like two drug dealers
shoot out and both get away with the violence.

(CROSSTALK)

MATTHEWS: I can`t have the case here.

We don`t know he drew his gun on the young man before he killed him.
We don`t know how that happened. We know that, of course, in the course of
some kind of confrontation, the guy used his firearm lethally. We know all
that. We know how it began. We know how it ended. There is a middle
part, Ben, that you and I have to got learn more about, I think.

MATTHEWS: Yes. A lot of hell obviously was unleashed in that 10
seconds.

Thank you, sir, Ben Jealous, sir.

And thank you, John Nichols, for that great report.

(CROSSTALK)

MATTHEWS: The HARDBALL "Sideshow" is coming up next.

You`re watching it, HARDBALL, on MSNBC.

(COMMERCIAL BREAK)

MATTHEWS: Back to HARDBALL.

So let`s turn to the Web ad wars, first from the GOP. President
Obama`s personal exchange with Russian President Dmitry Medvedev earlier
this week turned into one of those dreaded open mike moments. Super PAC
American Crossroads wasted no time mocking the president with a "James
Bond"-style trailer. Let`s watch.

MATTHEWS: Wow. Well, that`s a fun one, I suppose, though it`s yet to
be seen if the incident we just saw will be much of a long-term problem for
President Obama.

Well, the Democrats might have you singing along with this, their
latest release. Mitt Romney got the endorsement of Congressman Paul Ryan
today, and the DNC had some fun linking Ryan and his tax-cutting, Medicare-
threatening budget with Mitt Romney.

(BEGIN VIDEO CLIP, AD)

NARRATOR (singing): When old Mitt claps his hands for the Paul Ryan
plan, that`s amore.

NARRATOR (singing): When you work hand in hand, pushing parallel
plans, oh, signore, `scusami, but you see, with Ryan and Romney, that`s
amore.

(END VIDEO CLIP)

MATTHEWS: Well, somewhere, the great Dean Martin is smiling anyway.

Up next, President Obama is opening up a big lead over Mitt Romney out
in Wisconsin, one of the states that will decide any presidential election.
And it`s only March, but things are looking good for team Obama.

The Dow rose 66, the S&P added 5, and the Nasdaq lost four points.
Consumer spending was strong in February, posting its biggest gain in seven
months, despite rising gas prices. But MasterCard and Visa both sank after
the companies warned about a potential security breach that could affect
thousands of users. And Yahoo! shares ended lower following reports that
said the Internet giant would begin laying off thousands of workers
starting next week.

That`s it from CNBC, first in business worldwide -- now back to
HARDBALL.

MATTHEWS: Welcome back to HARDBALL and back to politics.

There is some good news and bad news for Mitt Romney in the latest
NBC/Marist poll from Wisconsin. Romney looks like he is heading for a win
in next week`s primary there, but according to the poll, he would lose
badly to President Obama in November.

Let`s take a look. The president beats Romney by 17 points. That`s a
bigger win than he had against McCain in that state in the real election in
2008. And according to the new surveys from Quinnipiac this week, Romney`s
problems extend to other key battleground states.

Florida -- in Florida, Obama leads by seven. That`s pretty healthy
for a state many thought he was going to lose. In Ohio, the president is
up by six in a must-win state for Republicans. Pennsylvania, he`s ahead by
only three. That`s tricky for the Democrats.

Mark Halperin is editor at large for "TIME" magazine and senior
political analyst for MSNBC. And Nia-Malika Henderson is a political
reporter, and a top one now, for "The Washington Post."

MATTHEWS: I was just talking to you earlier today, Nia. You`re all
over this Romney campaign.

Let me start with you on this. Romney, did he suffer so much damage
in the kerfuffle that never seemed to end there with these two guys, Newt
and then with Rick Santorum? Did that hurt him vis-a-vis the press?

HENDERSON: Well, I think it certainly hurt him.

The polls reflect that it seems to be hurting him at this point. But
let`s remember what they said about this campaign, that they would be able
to pivot in some ways. They used that unfortunate metaphor of an Etch A
Sketch, but I do think they`re trying to recalibrate at this point.

There`s a story out now in our paper that says they`re going to start
focusing, for instance, on foreign policy. They think that`s going to be a
weakness for the president. They can draw strong contrasts with that and
really get some momentum behind this campaign that has, in fact, been
somewhat damaged by this elongated race that they didn`t really anticipate.

A couple points here. It seems to me that this election could well be
the kind of election that is so close, that electoral votes are going to
count. I mean, they always do count, but you usually can tell by the
popular vote. But, in this case, when you are looking at these key states,
I was appalled, by the way, by how Pennsylvania looks right now. They got
-- Democrats got to win that state by more than this little margin of two
or three.

MARK HALPERIN, MSNBC SR. POLITICAL ANALYST: Well, look, I think my
overall view remains what it`s been. The president is going to be the
favorite until Election Day. He`s a politically skilled, well-funded
incumbent who has no major scandals that the country is focused on. But
there`s a lot of stuff that`s caveat to that.

We look at Obama`s numbers in all of these states. The Quinnipiac
and the NBC/Marist poll, those are key battleground states. You got to ask
the question, are the president`s numbers his floor or his ceiling?
Normally for an incumbent, you look at them for a ceiling. He`s above 50
percent, again within the margin of error, in Wisconsin. But he`s below 50
in all the other places.

If Mitt Romney runs a competent campaign, given the economic problems
the country faces, he`s within the ability to win this, even though
nationally he`s behind. That Wisconsin numbers got to alarm Republicans.

MATTHEWS: Let`s talk about this -- and you first, Nia. We`re
talking now.

We just got into officially now, in the spring temperature-wise came
early this winter. We`ve got the entire spring ahead of us with two
candidates, Obama and Mitt Romney, now. We`ve got the entire hot summer
ahead of us, who can be a shot summer at six months. Then, we`ve got the
fall campaign ahead of us, that`s two months more.

So, we`ve got eight months ahead of us of these two guys knowing who
they`re facing and trashing each other potentially either on the air or in
person when they talk about each other. What`s that -- who`s got the
durability now, and who`s now at their peak? Is the president at his peak
now? He`s got to hold onto it, or is he at his floor? Or is it the other
way around?

NIA-MALIKA HENDERSON, THE WASHINGTON POST: Well, I think he might be
somewhere in the middle. I mean, we`ve got a lot of things that are coming
up this summer, one of which is his health care, a vote out of the Supreme
Court. They`re going to have to figure out how to talk about that,
whatever happens either way, if it`s held up or tossed out.

So, I think there is a lot of room for these candidates to grow.
Mark said that Mitt Romney is going to have to run a competent campaign.
He`s probably going to have to run a much more than competent campaign and
in many ways be a much, much stronger candidate than we`ve seen so far.

He`s been very gaffe-prone. He hasn`t addressed some of these core
problems that he has. One of which, as we all know, is connecting to
voters. He hasn`t figured out a way to talk about how rich he is and what
that means for what kind of person he is and his ability to connect.

MATTHEWS: Let`s turn the table a little bit for a time. It is --
we`ve been -- I mean, I`m very -- I`ve always been very complimentary about
the president, to say the least. But I want to look at this race pretty
objectively. And we`re looking ahead at this thing.

I think I see strengths for Mr. Romney. I look at him in the
debates, not the conversations he has, Nia, on the rope line, back and
forth with the other people. He`s no good at small talk. In fact, I think
it`s dangerous for him.

But when you get him into a debate where it`s discipline, he has some
time to think, a few hours or few days to get ready for it, you know, he
gets his game face on, and he`s pretty good. I think he`ll win at least
one of three debates with the president. This is not going to be shout-
out. And he`s had all this practice, all this incredible practice.

Let me go to Mark on this and you get back in here.

HALPERIN: I think there are three big things he`s got to do to be in
place, to have a good debate and make it matter. One, he`s got to be an
incredible commander-in-chief and he`s talking more about foreign policy
that we`ve seen in the last couple days. But not necessarily doing the way
that`s winning over the foreign policy community.

Two is he`s got to be more likeable. He`s never going to be as
likeable as the president. Generally in the television age, that`s a
positive. But he`s got to be more likable. He has to show more of
himself.

Last thing --

MATTHEWS: Will more help?

HALPERIN: Yes. You know what? I`ve seen him on the plane, on the
campaign plane in private matters --

The last thing is these nuts and bolts. You know, TV surrogates,
campaign apparatus, getting the American Crossroads and the other groups
out there spending money on his behalf, he needs all that.

MATTHEWS: Nia, we`re out of time. You`re the best.

HENDERSON: All right.
MATTHEWS: Please come back. We have more time. Nia-Malika
Henderson of "The Washington Post" covering this campaign everyday.

Thank you, Mark.

Up next, Lyndon Johnson became president in one of the country`s
obviously darkest hours after the assassination of Kennedy. He proved to
be a hell of a president and he did some really big things in those first
few months and first year.

How Johnson did it. And what President Obama could learn from the
master legislator who`s ever been president.

This is HARDBALL.

(COMMERCIAL BREAK)

MATTHEWS: The U.S. Supreme Court held its first vote on the fate of
President Obama`s health care law today. But only those nine justices
you`re looking at and their law clerks know what happened in that vote.

They know the outcome. The rest of us will have to wait until the
justices actually write their opinions and release their ruling in late
June. It`s all secrecy there behind those robes.

Former President Lyndon Johnson was thrust into leadership in the
midst of a national tragedy. Here he is addressing our country just five
days after President Kennedy`s assassination.

(BEGIN VIDEO CLIP)

LYNDON JOHNSON, FORMER U.S. PRESIDENT: All I have I would have given
gladly not to be standing here today. No words are sad enough to express
our sense of loss. No words are strong enough to express our determination
to continue the forward trust of America that he began.

(END VIDEO CLIP)

MATTHEWS: In his new book, Mark Updegrove writes of Johnson, quote,
"There are few who knew him who wouldn`t describe Lyndon Johnson as a great
man, flawed, yes, and not always good, but great."

The book is called "Indomitable Will: LBJ and the Presidency."

Mark Updegrove is also director of the great LBJ Library down in
Austin. He joins us now.

Thank you very much for joining us, Mark.

You know what`s always impressed me was Johnson`s ability to get the
Civil Rights Act through. Kennedy has got it -- he was working on getting
it through the judiciary committee, and the problem with the rules
committee. And along came Lyndon Johnson, the aftermath of the
assassination, and found a way to truly unite the modern -- the Republicans
who are pro-civil rights and enough Democrats to get the thing through.

MARK UPDEGROVE, AUTHOR, "INDOMITABLE WILL": You`re absolutely right.
And what`s remarkable about that is the political courage that it took to
get it done. He had to oppose his friend and mentor, Richard Russell,
who`s a Democratic senator from Georgia, on that bill.

He called him to the White House and it`s a very tense meeting in
which Russell declared he could probably get the Civil Rights Act of `64
passed, but he would do so at the risk of losing the Southern states. The
Republicans possibly losing the 1964 election. And Johnson hears that and
says very quietly, "If that is the price for the bill, I will gladly pay
it." That`s remarkable political courage.

MATTHEWS: And the power of these names that a lot of us remember. I
mean, go down the list here -- Harry Byrd, Robert Byrd, Jim Eastland (ph),
Earvin, Fulbright, Gore, Holland, Johnston, Jordan, Long, Russell Long,
these guys are powerful guys. Smathers, Sparkman, Stennis, Talmadge,
Thurmond -- all these Southern against him, and they were the powerhouses
of Capitol Hill and they were all segeys, they`re all segregationist.

UPDEGROVE: Right. Right. You know, it`s interesting. He had to
reach across the aisle as you mentioned, Chris, to get it done. And he did
so very adeptly with Everett Dirksen, who is the Senate minority leader at
the time.

And, you know, this great phone conversation I relate in the book in
which he says to Dirksen, "Listen, I was just in Illinois, your home state.
The land of Lincoln, you are worthy of being in the land of Lincoln. And
I`m going to make sure that if you support this bill, you will get proper
credit." And sure enough, when he signed the bill into law, he gave the
first pen to Everett Dirksen.

MATTHEWS: Well, that`s a great era. Let me ask you about Medicare,
the other great accomplishment of Johnson. Medicare was another of those
issues that the Democrats especially had been pushing for since the great -
- I guess since the New Deal. How did he get that through? That was a
tougher one. How did he do that, Medicare? Which is for everybody now
lives off at 65.

UPDEGROVE: You know, well, one of the ways he did it is by
outflanking the American Medical Association.

MATTHEWS: Yes.

UPDEGROVE: And he did so by calling the AMA to the White House and
the head of the AMA has a meeting with him in the Oval Office, and he knows
that they are very much opposed to Medicare. And he asked the head of the
AMA if he would be willing to send doctors to Vietnam in order to tend to
the civilian population. And they agree to doing so.

And immediately, Lyndon Johnson calls a press conference, knowing
full well that the press will ask if the AMA will support Medicare. And
sure enough they do. And Lyndon Johnsons says, well, of course, these boys
are sending doctors to Vietnam to tend to the population, putting them in
harm`s way. Of course, they`re patriots, they`re going to support the law
of the land.

And the head of the AMA no choice but to say, of course, we`ll
support Medicare. And sure enough, 90 percent of doctors did in the
immediate days after that.

MATTHEWS: Tough call. Could Johnson have done these amazing
achievements, we can`t get through them all. But certainly civil rights,
voting rights, Medicare -- could he have done this if there wasn`t this
fall over the country because of Kennedy, the guilt of the conservatives,
the sense that something should be done in honor of this man who`d been
killed?

UPDEGROVE: Well, that`s certainly through with civil rights. I
mean, I think he used the martyrdom of President Kennedy in order to push
civil rights through. Whether he could have done it without the martyrdom
of Kennedy or not, I don`t know. But you`re talking about a man who did
indeed have indomitable will and incomparable powers of persuasion.

(CROSSTALK)

UPDEGROVE: He might have been able to do that.

But if you look at 1965 alone, it`s remarkable. When he won the
office in his own right, it`s remarkable what he pushed through in that
single year. And that`s because he knew how to work with the opposition
and he knew how to spend political capital.

MATTHEWS: Sure. And that included the Voting Rights Act, which is
all important.

Thank you. What a great job you`ve done here. "Indomitable Will,"
the greatness of Lyndon Johnson. Thank you so much, Mark Updegrove.

UPDEGROVE: Thank you.

MATTHEWS: Anyway, when we return, let me finish with the
excruciatingly unpredictable election for president that`s coming our way.
It is totally I believe unpredictable.

The Trayvon Martin case focused the country`s attention these days,
but given its importance, we will be back on the presidential election
full-time, and when we are, we behold a startling sight, a very close, hot
race for the American presidency.

I`m convinced through years of watching these rivalries that the
American people are in for a tight one. For one thing, they want it that
way. They want to see these candidates duke it out and giving it their
absolute best.

Two, they see this race as a reasonable one. Both President Obama
and former Governor Mitt Romney will loom as reasonable considerations for
this country`s highest office. Reasonable.

I say this because I`ve watched a couple factors that will confront
the president with a strong challenge this November. The first is the
opponent. Whatever Romney lacks, in charisma or in the simple ability to
connect with voters, he commands an organizational ability.

This guy has the contacts, the reputation with other business people,
and the basic competence to assemble and ramrod an organization that has
powerful enough and disciplined enough to destroy all of the candidates who
have gotten in his way. They haven`t wasted money, they have spent just
enough in each case to knock the other guy out of the action in states
where the other guy needed very much to win.

Will this work in the general election? Perhaps not the same exact
way. The president will be well funded. He, too, will have smart people
working on his behalf, thinking on his behalf. But the fact is you play
your strengths in the political business, and Romney campaign has shown the
ability to play his -- organizational skill, discipline, and the right kind
of pals, rich ones.

The other factor that offers evidence that this will be quite a
challenge for Obama is the economy itself. It is not steaming ahead
unfortunately. The growth rate right now is well below 3 percent, and that
is not strong enough to bring people back to work and the number that will
instill confidence that the country itself is headed back to business.

We have a gasoline problem that will increasingly drain money from
the economy as the summer grows hotter. We will have a housing problem
that remains an albatross, a difficult to explain but devastating situation
that somehow seems to undercut a true recovery.

So, count on the president being smart in his defense, count on him
putting together a sound campaign, but count too on him needing every bit
of the talent, moxie, and good sense that God has given him.

THIS IS A RUSH TRANSCRIPT. THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAY
BE UPDATED.
END

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